What if I were to tell you that Get Smart is the best movie ever made? Would you believe the best comedy ever made? How about a pretty good reason to rent the headphones on your next flight? But seriously folks, this update of the '60s spy series created by Mel Brooks & Buck Henry (and executive produced over its five-year-run by Leonard Stern) is a solid popcorn movie with several laugh-out-loud moments. And compared to its opening weekend competition—Mike Myers' painfully unfunny The Love Guru—Get Smart certainly seems like the best movie ever made.

In the discipline-deficient hands of director Peter Segal (Anger Management, Naked Gun 33 1/3: The Final Insult), Get Smart suggests a series of studio board room compromises more than a comic work of art. But for the summer months, it'll do nicely, and we can all thank our lucky stars that we get Steve Carell as Maxwell Smart (and not the originally attached Jim Carrey) and Anne Hathaway as Agent 99 (rather than rumored possibilty Jennifer Love Hewitt). On their own and as a team, these actors ably update the characters originated by Don Adams and Barbara Feldon. For what they did, Adams and Feldon were essentially irreplaceable, but Carell and Hathaway make compelling choices of their own in the context of a large-scale post-millennial action comedy. (The script is by Tom J. Astle & Matt Ember—authors of the dismal Failure to Launch—with an uncredited polish by Carell and Office co-star B.J. Novak.)

Carell's Smart is a detail-oriented nerd, the top analyst of the intelligence division of super-secret spy agency CONTROL. When CONTROL loses many of its top operatives in one fell swoop, Max's dream comes true: the Chief (Alan Arkin) of CONTROL promotes Smart to field operative, a move that upsets star-Agent 23 (Dwayne Johnson), who bristles at being office bound. Agent 86, partnered with veteran Agent 99 (Hathaway), heads out on a mission to Russia to thwart the plans of those nogoodniks in rival spy outfit KAOS. The particulars of the story are obscure—a problem the sitcom never had in the clean lines of a half-hour plot—but you're not supposed to care about the plot. It's all about winning your affection for 86 and 99 over the course of a string of gags and stunts...and darn if it doesn't work, just.

The majority of people seeing this movie will probably never have seen a second of the original series, but Segal and company go out of their way to pay it lip service. Ignore the "consultant" credit for Brooks and Henry, secured only after the film finished shooting. I'm not aware of any reshoots—if these guys contributed anything other than their names (which is doubtful), it'd be a looped line squeezed in here or there. But by my count there are at least three live appearances by people involved with the original show, including two-time guest star and Adams pal James Caan as the President (before a film-ending dedication to Adams and original Chief Ed Platt). And the story includes from the original series nine characters (at least by name), seven signature catchphrases (like "Sorry about that, Chief" and "Missed it by that much"), and several cleverly-integrated vehicles and gadgets (shoe phone, check; Cone of Silence, check) and trivia-styled visual references (to villains Mr. Big and The Claw, Adams' real last name, etc.). There's also at least one directly lifted joke: offered a suicide pill by 99, Max asks, "But how exactly do I get them to take it?".

In this version, Max is kidding. Unlike Adams' idiot savant, who with misjudged confidence bumbled in everything but by-the-book fervor and skilled fisticuffs, Carell's stone-faced Max is usually the smartest guy in the room. He's comically limited mostly by his inexperience in the field and butterfingers with the gadgets (Carell once more proves deft at verbal change-ups and physical comedy). This reinvention sets the stage for Hathaway's pleasingly modern 99 who is, as before, ultra-competent, but now drily intolerant of 86, almost as insecurely prickly about his successes as his failures. As Max quickly surmises, they're a complementary team, but they bicker away until 99 pitches in her share of mutual respect and affection. As on the show, a whiff of romance is in the air, abetted by the plot point that 99's recent work-related plastic surgery has given her a new and younger face (shockingly, her bygone face provides occasion for a full minute of poignancy).

The series' best KAOS agents—Siegfried and Shtarker—also make their way to the screen in revised form. Terence Stamp's bone-dry Siegfried fulfills his function with style, but is a far cry from Bernie Kopell's histrionic and wildly funny original. When Stamp says to Shtarker (funny man Ken Davitian, from Borat) a variation on one of Kopell's signature catch-phrases—"This is KAOS—we don't ka-frickin'-boom here"— listen for the crickets. On the other hand, Stamp gets one of the film's precious few satirical lines, in mock concern about his plan to blow up movie stars along with L.A.: "What will we do without all their razor-sharp political advice?" It's the satire—absent outside of a few hackneyed Bush jokes and a fight in the "War Room" (sigh)—that Get Smart misses the most.

Absurdity gets a bit more screen time, with a clever plot thread about humanizing the enemy that's in the spirit of the series, and and a disturbingly unfunny cameo by a major comedy star as Agent 13 (the lonely agent always stationed in trees and mailboxes). Max and 99 also have a competitive dance-off that somehow gets away with being a fat joke and a victory for overweight people at the same time. A scene that's basically an Entrapment spoof is also in the spirit of the show, which devised plenty of movie takeoffs. Fans will find other reasons to grouse, such as David Koechner doing his jerk character as a so-called "Larrabee" (on the show, Larrabee was a sweet-hearted idiot). But with the basically ideal casting of Carell, Hathaway, and beloved Oscar-winner Arkin, fans should count their blessings (I Spy, anyone?) and cross their fingers for a sequel with stronger writing.

Warner's Blu-ray edition of Get Smart adds plenty of bonus content in an innovative use of seamless branching. By use of the "Comedy Optimization Mode," viewers can access alternate takes (many in the "Line-O-Rama" vein promoted by Judd Apatow), deleted scenes, and other outtakes. On Blu-ray, the function is automatic, with the footage branded by an icon of Max in the phone booth; on DVD, it may require a push of the "enter" button on your remote when the icon appears. The bonus takes amount to 00:45:27 of added footage, presented in HD (according to the Warner press release, the Blu-ray includes more footage than the DVD, but I'm not sure that's the case). The film can be watched in its Theatrical Cut, of course, but the bonus footage is an awful lot of fun, and gives viewers a chance to second guess the editing process. While the right editing choices usually prevailed, one could make a case for several bits, including a running gag asking, "Is that your gun?" You'll find extended footage of Bill Murray and plenty of amusing line options spitballed by Carell. [NOTE: On my PS3 anyway, I noticed some of the outtakes being clipped at the end by a word or two--a seeming result of sloppy encoding.]

The Blu-ray transfer is excellent. One should always keep in mind a comparison to the theatrical image, and I recall this film looking a bit soft and contrast-y on the big screen, as a part of the film's original photography (and/or a somewhat washed-out print). The point is that the small-screen transfer looks better than I remember, so home-theater nuts should be pleased. Detail is good, the image is clean and free of digital artifacting, and colors match my recollection of the theatrical image (a bit ruddy in the flesh tones, but solid, with a fine black level). The audio presentation is an adequate Dolby Digital 5.1 surround track.

Though I wished for at least one commentary track on this title, we instead get a nice selection of featurettes. Since director Peter Segal doesn't do a commentary, "The Old 'I Hid It on the Movie Set' Trick" (9:04) is a thoughtful inclusion: a guide to the TV series allusions, hosted by non-superfans Masi Oka and Nate Torrance. "The Right Agent for the Right Job" (10:30) focuses on the casting of the top CONTROL agents; participants include Segal, Carell, Anne Hathaway, Dwayne Johnson, and producers Alex Gartner, Michael Ewing, and Charles Roven.

In telling the story of the film's prominent location shoot in Red Square, "Max in Moscow" (6:20) incorporates amusing promo footage of Carell and Hathaway, B-roll footage, and interviews with Segal and producers Andrew Lazar, Roven, Gartner, and Ewing. "Language Lessons" (3:29) is a comedy short in which Carell talks to the camera in order to demonstrate his newfound facility for a variety of languages. He's not exactly Sid Caesar here, but he'll do.

"The Making of Get Smart'sBruce and Lloyd Out of Control" (3:12) is what's known in the industry as a "sizzle reel": a promo with clips and talking-head interviews promoting a movie, in this case, the direct-to-video spinoff to Get Smart. Interviews include Oka, Torrance, Gartner, director Gil Junger, writer-producers Matt Ember & Tom J. Astle, and Jayma Mays.

"The Vomit Reel" (5:19) is a very funny behind-the-scenes look at the filming of Carell's vomiting scene in the film, a good warm-up for "Spy Confidential: Gag Reel" (5:39), a traditional collection of flubbed takes and cutting up.

Rounding out the set are access to a digital copy of the film for portable playback and a DVD game, each on a separate disc. The Get Smart KAOS Control DVD Game is a multilevel experience that's more puzzle oriented than action oriented (given that the controls can be no more complex than your Blu-ray/DVD remote). I'd prefer a commentary, but to each his own.